Mattern v. Canavan

GRAY, P. J.

In this action the plaintiffs obtained a judgment against defendants decreeing that defendants held certain stocks in a mining corporation in trust for the plaintiff Harriet 0. Mattern, and that said stock be assigned and deliver to said plaintiff. The defendants appeal from said judgment and from an order denying them a new trial.

The only points urged for reversal are, (1) that a suit to enforce a trust was not the proper remedy in the ease, and (2) that the finding of the court that the defendant J. H. Canavan was acting as the agent of Mrs. Mattern when he obtained an option on the Montana group of mines is not sustained by the evidence.

As to the second point, we think the appellants do not understand the finding. It reads as follows: ‘ ‘ That said J. H. Canavan in purchasing said five mining claims (the Montana group) acted as the agent for plaintiff, Harriet O. Mattern, and that he obtained said title in trust for her.” Of course, the defendant having admittedly paid her money and only her money for those claims, and having taken the deed in his own name, held the title in trust for her, and the finding, on the undisputed evidence, could not have been otherwise than it was. It is immaterial whom he acted for when he obtained the option or contract for a sale. The sale was not made until the money was paid and the deed taken out of escrow and delivered to the grantee. The material question is, Whose money paid for the property ?

As to the first point, we are also satisfied that plaintiffs did not mistake their remedy. The plaintiffs are husband and wife. The defendants are also husband and wife. The defendant J. H. Canavan represented that he could purchase the “Montana Group” for $8,000, and it was agreed between him and Mrs. Mattern that .such purchase should be made, she

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paying $2,000 and he paying $6,000 therefor, and that thereafter they should form a corporation with a capital stock of $1,000,000 and one million shares, to which the property should be transferred. It was agreed that two hundred and fifty thousand of these shares should be issued to Mrs. Mat-tern, five hundred thousand to Canavan, and two hundred and fifty thousand to be left in the treasury. This agreement was carried out, with the exception that Canavan paid only $2,000 for the “Montana Group” in accordance with his previous agreement with the owners thereof. The relation between Mrs. Mattern and Canavan was analogous to that which exists between partners, and whatever Canavan did in the premises was done as the agent of Mrs. Mattern. It has often been held that each partner is the agent of the other as to all partnership transactions. (Civ. Code, sec. 2429.) The relations of the parties were, therefore, confidential, and each party was by law and equity forbidden to make a profit for himself at the expense of the other by deception as to the purchase price. The acquisition of property in this way by a party standing in such a relation is an act of fraud and subjects the guilty party not only to an action at law, but to accountability in equity as for a trust constructively raised for the benefit of the injured party. In pursuance of this rule, the plaintiff having paid the whole purchase price of the five mining claims, known as the “Montana Group,” was entitled to the establishment of a constructive trust in all that property. This equitable right extended also to the stock in the corporation to which the land had been transferred, which stock may properly be said to be the proceeds of the land, as it is the only thing of value representing said land. All these propositions find full support in an Alabama case “on all-fours” with the case at bar, entitled